WHEREAS, the communities
surrounding Sialkot, Pakistan are the centre of the global market for
soccer ball, producing over half of the world's hand-stitched balls each
year for export to customers around the world;

WHEREAS, the International
Labour Organization’s (ILO) minimum age convention (NO. 138),1973,
provides that no one under the age of 15 years shall be shifted to
employment or work in any occupation but permits a ratifying Member whose
economy and educational facilities are insufficiently developed, after
consultation with employer and workers concerned, to initially specify a
minimum age of 14 years;

WHEREAS, for purposes of this
Agreement, "Child labour" shall be deemed to be present in Pakistan
whenever children under age 14 are working in conditions that interfere
with schooling, or that are hazardous or otherwise injurious to their
physical, mental, social or moral well-being;

WHEREAS, the International
Labour Organization set up the International Program on the Elimination of
Child Labour (IPEC) to assist all elements of society, including
government, industry and labour to work together to develop programs and
strategies to end child Labour and to that end a Memorandum of
Understanding between the Government of Pakistan and the International
Labour Office was singed on 21 June 1994 and extended on 21st
August 1996;

WHEREAS, the United National
Children’s fund ("UNICEF") has been operating in Pakistan pursuant to the
current Basic Cooperation Agreement between the Government and UNICEF,
entered into force on 24th November 1995 and the Master
Plan of Operations 1996-98, in order to secure and promote the rights of
children as identified and articulated in the Convention on the Rights of
the Child, ratified by the Government of Pakistan in November 1990;

WHEREAS, the Sialkot Chamber of Commerce and Industry (SCCI), the All
Pakistan Sporting Goods Association and other interested business
organizations located in the Sialkot District, Punjab Province, have
created a Steering Committee on Child Labour (SCCL), to coordinate the
efforts of the business community in Sialkot to contribute to end Child
Labour in Pakistan by supporting the efforts of its members and their
customers to eliminate Child Labour from the manufacture or assembly of
soccer balls, and others products for which Sialkot is internationally
know;

NOW THEREFORE, this agreement
is entered into as of February 14, 1997, by and among the International
Labour Office (ILO) represented by IPEC, UNICEF and SCCI, (collectively,
the "Partners") for the creation of a Project to Eliminate Child Labour in
the Soccer Ball Industry in Pakistan (the "Project"):

I. Goals of the Project.

A. Elimination of Child
Labour in Soccer Ball Production The primary goal of the Project is (i) to assist manufacturers seeking
to prevent Child Labour in the manufacture or assembly of soccer balls in
Sialkot district and its environs; (ii) to identify and remove children
from conditions of Child Labour in the manufacture or assembly of soccer
balls and provide them with educational and other opportunities and (iii)
to facilitate changes in community and family attitudes to Child Labour,
including in the soccer industry. The partners acknowledge that the
success of the Project depends on integrating the implementation of these
elements and receiving the support of other institutions operating in the
region, most particularly the Government of Pakistan. The target timetable
for realizing this goal has been set by the partners at 18 months.

B. Elimination of Child
Labor in Other Local Industries.

The Partners recognize that
efforts to eliminate Child Labour in the soccer ball industry in Pakistan
can best succeed if they are complemented by similar efforts in others
local industries and by the creation of meaningful new opportunities for
children in this district. It is the hope of the Partners that the
development of the Project shall encourage other sectors of the business
community in Sialkot, the Government of Pakistan and other important
institutions in Pakistan to explore how they might do more to contribute
to the end of Child Labour.

II. Elements of the Project

The project shall consist of two basic program
elements (collectively, the “Programs"):

Prevention and Monitoring
Program. Manufacturers engaged in the production and assembly of
soccer balls shall be invited to join a voluntary program of prevention
and monitoring (the “Prevention and Monitoring program”).

1 Registration of Contractors.
Stitchers and Stitching Facilities.

By joining the program.
participating manufacturers shall publicly commit to a series of actions
designed to prevent the practice of stitching by children under 14 years
within 18 months, by requiring the formal registration of (i) all
contractors responsible for overseeing stitching on behalf of the
manufacturers, (ii) all stitching location such that they are clearly
identifiable and open to unannounced inspection and (iii) all stitchers,
including documentation verifying that they are over 14 years.

2 Establishment of
Internal Monitoring Systems.

Each participating manufacturer
agrees to establish an internal monitoring department to verify that it is
in compliance with the program and to designate a senior manager with
responsibility for this function. Each participating manufacturer agrees
that its monitoring department shall provide training to employees to
enable them to monitor the age of stitchers and to prepare periodic
reports on its monitoring efforts.

3 Agreement to Independent
Monitoring.

Participating manufacturers
also agree to have their compliance with the Program verified by an
independent third party (the “Independent Monitoring Body”) who shall
provide periodic reports to the Coordinating Committee and to the World
Federation of Sporting Goods Industry (for dissemination to their
customers and consumers in Europe, the Americas and Asia). These reports
shall be made public.

4
Coordination with Social Protection Program.

Participating manufacturers
commit to work closely with the ILO and other organizations involved in
the Project to integrate their efforts to remove children from conditions
of Child Labour with the effort to provide such children from educational
and other opportunities. These other efforts are described more fully in
the description of the Social Protection Program shall have the following
section.

Social Protection Program.

The Partners recognize that a
comprehensive program must be developed (the “Social Protection Program”)
to ensure that the elimination of Child Labour does not create new and
potentially more serious dangers to the affected children or their
families. This program shall have the following elements:

1 Protection of
Children Removed form Child Labour by Providing Educational and Other
Opportunities.

The Partners acknowledge that
it is essential to identify children at risk of Child Labour in the
manufacture or assembly of soccer balls and provide them with appropriate
education and facilities. Some combination of the following initiatives
shall be developed to address the needs of these children:

(i) Rehabilitation.A rehabilitation initiative shall target
children under 14 removed from the soccer ball industry to support their
placement into appropriate education programs.

(ii) Education.An educational initiative shall also seek to discourage children
at risk of becoming engaged in Child Labour from abandoning the
educational system by upgrading the relevance and value of educational
opportunities currently available to them.

(iii) In-kind Assistance.
An assistance initiative shall seek to provide appropriate in-kind forms
of support to facilitate the participation of children in educational
programs.

The Partners agree that the
development and implementation of these initiatives shall require the
close cooperation of industry to ensure that children engaged in Child
Labour are properly identified and that they promptly receive the
education opportunities.

2. Changing Community
Attitudes toward Child Labour in the Soccer Industry.
The Partners also acknowledge that sustaining the elimination of Child
Labour shall require more fundamental changes in community attitudes and
family approaches toward work. They agree that some combination of the
following initiatives shall be developed to facilitate this change:

(i) Awareness Raising.
An awareness-raising initiative shall target communities in Sialkot which
serve as important sources of child workers and educate local community
leaders (including members of the business community), religious leaders,
parents and children of the importance of education for all children and
the serious health and developmental consequences of sending children to
work instead of school.

(ii) Income Generation.An income generation initiative shall offer families the
opportunity to replace the income lost when children have been removed
from the soccer ball industry by means that do not require Child Labour.
Such opportunities shall include, but not be limited to, replacing
stitchers under age 14 with qualified members of their families who are
older than 14 years.

III. Administration of the
Project.

A. Coordinating Committee.
The Partners agree to establish a Coordinating Committee to administer
implementation of the Project.

1 Membership on the
Coordinating Committee.
The Coordinating Committee shall consist of an authorized representative
of each of the Partners as well as other members that the Committee may
decide to invite. Each Partner shall designate one individual to serve as
its representative on the Coordinating Committee. The Partners have
invited Save the Children Fund (UK) (“SCF”), an independent international
non-governmental organization, to serve as a member of the Coordinating
Committee, in recognition of SCF’s significant experience working to
advance the interests of children in Pakistan.

2 General
Responsibilities.
General responsibilities of the Coordinating Committee shall
include:

i. facilitating communication
among the Partners to ensure that all elements of the Project are
proceeding in an orderly and efficient manner;

ii. promoting cooperation
among the Partners in providing technical and other resources to assist
in the development or implementation of the Project;

iii. identifying individuals
and organizations qualified to implement the various elements of the
Project and delegating responsibility for implementation to them;

iv. assuring the proper
integration of efforts to prevent Child Labour with efforts to provide
meaningful educational opportunities to affected children and
alternative income generation opportunities to their families;

v. making public on a regular
basis, status reports on the Project and on its success;

vi. encouraging foreign
companies, in particular members of the World Federation of the Sporting
Goods Industry and the Soccer Industry Council of America, to support
this Project; and

vii. encouraging
manufacturers in other business sectors operating in Sialkot to join in
efforts to eliminate Child Labour.

3 Approval of Social
Protection Program Plan.
The Coordinating Committee shall approve a plan that articulates the
programmatic priorities for the Social Protection Program and proposes
non-governmental organizations to implement them within a time frame that
is consistent with the Prevention and Monitoring Programe. The
Coordinating Committee shall be responsible for overseeing the
implementation of the Social Protection Program plan, including approving
the disbursement of funds.

4 Approval of Terms of
Reference.
The coordinating Committee shall review and approve the Terms of Reference
for the Prevention and Monitoring Program; provided, however, that
the members of the Coordinating Committee other than SCCI may delay the
implementation of the Program if they agree that this is necessary to
protect the best interests of the children who are the intended
beneficiaries of the Social Protection Program. The rationale for any such
determination shall be made public.

5 Approval of
Independent Monitoring Body.
The coordinating Committee shall select an internationally credible
Independent Monitoring Body to verify the compliance of participating
manufacturers with the Terms of Reference of the Prevention and Monitoring
Program. The Coordinating Committee shall be responsible for overseeing
the performance of the Independent Monitoring Body, facilitating the
distribution of its public reports and approving the disbursement of
Project funds for its work.

6 Management and
Decision Making.The Chairpersonship of the Coordinating Committee shall rotate
among the Partners every six months, with the ILO representative serving
as the Chair of the first six months and the order of subsequent chairs
determined by lot. Except as otherwise provided for in Section III.A.4
above, the Coordinating Committee shall decide all matters by consensus.

B. Specific
Responsibilities of ILO.

1. Determination of
Programs and Implementing Agents.
In consultation with the Coordinating Committee, ILO shall be responsible
for proposing for approval by the Coordinating Committee a plan that
articulates the programmatic priorities for the Social Protection Program
and proposes non-governmental organizations to implement them within a
time frame that is consistent with the Prevention and Monitoring Program.
This plan shall be presented for approval by the Coordinating Committee
within two months following the execution of this agreement.

2. Enlisting the
Participation of the Government of Pakistan.The Partners acknowledge that the basic education of the children of
Pakistan is ultimately the responsibility of the Government of Pakistan.
Attempts to eliminate Child Labour shall only succeed in Sialkot if the
Government makes a sustained commitment to increase the resources
available to educate children. ILO shall make every effort to secure
additional resources from the Government of Pakistan to improve
educational opportunities for all children in Sialkot and to assist in the
implementation of the Social Protection Program.

3. Financial and
Technical Support.ILO agrees to make available over the next 24 months no less than
US$ 500,000 in IPEC programmatic funds contributed by the Government of
the United States of America to support the Social Protection Program
element of the Project and to provide technical advice and support for the
establishment and implementation of the Prevention and Monitoring Program.
in addition, ILO shall make available appropriate technical resources,
staff assistance and expertise to support the Project and to facilitate
the operations of the Coordinating Committee.

C. Specific Responsibilities of SCCI.

1. International Support
for the Project.SCCI agrees to work with the World Federation of the Sporting
Goods Industry (WFSGI), whose members represent over 12,000 sporting goods
manufacturers, distributors and retailers around the world, and the Soccer
Industry of America (SICA), the trade association that represents the U.S.
soccer industry, to determine how their members can demonstrate their
support for the Project and encourage Pakistani manufacturers of soccer
balls to participate.

2. Development of
the Terms of Reference.
SCCI agrees to work with the members of the Coordinating Committee to
propose a definitive version of the Terms of Reference for the Prevention
and Monitoring Program, which shall be made available to the public.

3. Selection of the
Independent Monitoring Body.
SCCI agrees to work with the members of the Coordinating Committee to
identify and propose an internationally credible Independent Monitoring
Body for approval by the Coordinating Committee.

4. Financial and
Technical Support.SCCI has indicated the all costs associated with the development
and implementation of the Prevention and Monitoring Program, including the
costs associated with constructing new stitching facilities, establishing
internal monitoring departments within participating manufacturers and
complying with the terms of reference for the Program shall be borne by
the companies participating in the program. In addition, SCCI has agreed
that participating companies shall contribute funds to finance
verification of their compliance by the Independent Monitoring Body. This
amount is expected to total no less than US$ 250,000 over the next 24
months.

5. Contribution of SICA.
SCCI has informed the Partners that the Soccer Industry Council of
America, the trade association that represents the U.S. soccer industry,
has agreed to contribute US$ 100,000 over the next 24 months on behalf of
SCCI to support elements of the Social Protection Program approved by the
Coordinating Committee.

D. Specific Responsibilities of UNICEF.

1. Awareness Campaign on
Child Labour.In consultation with the Coordinating Committee, UNICEF will
develop an awareness campaign to educate parents, employers, community
members and children in Sialkot on ways to protect against the
exploitative and hazardous conditions associated with Child Labour. At the
national and provincial levels, UNICEF will advocate with parliamentarians
and policy makers to revise laws, improve enforcement and monitor
violation of rights of children at risk of Child Labour.

2. Determination of
Programs and Implementing Agents.In consultation with the Coordinating Committee, UNICEF shall present
a plan in collaboration with ILO for approval by the Coordinating
Committee which articulates the programmatic priorities for the Social
Protection Program and proposes non-governmental organizations to
implement them within a time frame that is consistent with the Prevention
and Monitoring Program and other elements of the Project. This plan shall
be presented for approval by the Coordinating Committee within two months
following the execution of this agreement.

3. Enlisting
Participation of the Government of Pakistan.
The Partners acknowledge that the basic education of children of Pakistan
is ultimately the responsibility of Pakistan. Attempts to eliminate Child
Labour shall best succeed in Sialkot if the Government makes a sustained
commitment to increase the resources available to educate children. UNICEF
will work with ILO and other members of the Coordinating Committee to
improve educational opportunities for all children in Sialkot and to
assist in the implementation of the Social Protection Program.

4. Financial and
Technical Support.
UNICEF agrees to make available over the next 24 months no less than US$
200,000 for the Project. UNICEF shall make available appropriate technical
resource, staff assistance and expertise to support the Project and to
facilitate the operations of the Coordinating Committee.

E. Other Provisions.

1. Respect for Logos,
Trademarks, etc.Nothing in this agreement shall be construed to permit any member of
the Coordinating Committee to use or permit to use the logos, trademarks
or service marks of any other Coordinating Committee member or of WFSGI,
of SICA, or of any WFSGI or SICA member or affiliate, without obtaining
the express consent of the organization owning the rights to the logo or
mark. In addition, SCCI shall be responsible to ensure that the logos,
trademarks or service marks of any of the members of the Coordinating
Committee are not used by WFSGI, by SICA or by any WFSGI or SICA member
without the express consent of the organization owning the rights to the
logo or the mark.

2. Resolution of
Disputes.
The Partners shall make every effort to resolve amicably by direct
informal negotiations any disagreement or dispute which may concern the
commitments they make as part of this Agreement. Where any such agreement
or dispute cannot be resolved by mutual agreement, it shall be settled by
arbitration in accordance with UNCITRAL Arbitration Rules as at present in
force. In no event, however, shall this mechanism be employed to resolve
disagreements or disputes between members of the Coordinating Committee
when making decisions about the design or implementation of the Project.

in witness where of, the
Partners to this Agreement do here by signify their agreement as of 14th
day of February, 1997.

For and on behalf of the
International Labour Organization

By /s/ Kari Tapiola

Kari Tapiola

Deputy Director General

For and on behalf of United
Nations's Children Fund.. UNICEF

By /s/ Stephen H. Umemoto

UNICEF Representative for
Pakistan

For and on Behalf of the
Sialkot (Pakistan) Chamber of Commerce and Indutry